CORESTEM Inc. (KOSDAQ:A166480) agree to acquire remaining 47% stake in ChemOn Inc. (KOSDAQ:A217600) for KRW 90 billion on August 16, 2022. Under the terms of transaction, Corestem Co., Ltd. will be surviving entity & Chemon Co., Ltd will be the disappearing company. If the two companies are merged, a complementary structure will be created between each business operated by Corestem Co., Ltd. and Chemon Co., Ltd. Consideration will be paid in stocks where the exchange ratio will be 1: 0.2652347 (Coastem Co., Ltd.: Chemon Co., Ltd.) Corestem plan to issue 0.2652347 common stocks of Corestem Co., Ltd., the merged company, for each common stock held by common stock shareholders listed in the register of shareholders of Chemon, the merged company. The payment will be made within one month from October 31, 2022, the end of the stock purchase request period, and the tentative payment date is November 30, 2022. In addition, Corestem plan to allocate the consideration for the merger (issue of new shares) to the entire amount of treasury stock owned by Chemon Co., Ltd. due to the exercise of the stock purchase right of Chemon Co., Ltd. shareholders who oppose the merger. Corestem Co., Ltd. will remain as a surviving company, and Chemon Co., Ltd. will be dissolved. The name of the surviving company will be changed to Chemon Co., Ltd.
Not withstanding Article 527-4 of the Commercial Act after the Merger, those who serve as directors and auditors of the surviving company Chemon Co., Ltd. maintain the position of Director and Auditor of However, the term of directors and auditors of Chemon Co., Ltd., a company that has ceased to exist after the merger, expires at the same time as the merger takes effect, and the existing positions are lost. Transaction is subject to regulatory approval and shareholder approval of surviving and disbanding company. Period for receiving no objection on merger is from September 19, 2022 to October 11, 2022. A general shareholder meeting is scheduled on October 10, 2022. Merger is expected to be effective on December 1, 2022. After the completion of the merger, Corestem expects external expansion and qualitative growth through the manifestation of the expected effects of the merger. It is expected that the merger will produce positive results in terms of shareholder return in the future, ultimately enhancing shareholder value.